Code of Business Conduct and Ethics

The Code of Business Conduct & Ethics
“We started building our most
important project 100 years ago:
Our reputation.”
FLUOR PROVERB
“Integrity
is doing the right thing
even if nobody is
watching.”
PROVERB
2
”To know
what is right
and not do it is
the worst cowardice.”
CONFUCIUS
3
“Honesty
is the first chapter in the
Book of Wisdom.”
THOMAS JEFFERSON, STATESMAN
4
L E T T E R
F R O M
T H E
C H I E F
E X E C U T I V E
O F F I C E R
Dear Colleagues,
Every day clients, governments and communities put their trust in Fluor
to deliver solutions that work, to complete projects with the highest
standards of safety and to contribute to the well-being of society.
We remain dedicated to sustaining this trust, recognizing that this is a huge challenge
in today’s complex global business environment. We have many different business
lines, a diverse workforce and projects throughout the world. Our clients, suppliers
and partners are small and large, private sector and government, domestic and
international. This diversity creates many challenges for us as we carry out our
unyielding commitment to conduct our business responsibly, ethically and legally.
DAVID SEATON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Fluor’s Code of Business Conduct and Ethics serves as a resource for all employees.
It summarizes, clarifies and updates our existing standards for employee conduct so
that we can all act consistently and exemplify our values of Safety, Integrity,
Teamwork and Excellence.
The Code reflects our continuing and absolute determination to do the right thing. Doing
the right thing sounds simple, but we all know that it can often involve serious decisionmaking and expert navigation of regulations and procedures. Sometimes it demands
the courage to ask questions or to speak up. If you are ever unsure about the proper
course of action, get guidance from your supervisor, management, Human Resources,
or a “Subject Matter Experts” or by calling our “Compliance and Ethics Hotline”.
We started building our most important project 100 years ago: our reputation. Our good
name depends upon each and every one of us living out Fluor’s values and conducting
ourselves and our business around the world with the highest ethical standards. In doing
so, we will distinguish what we do by the way we do it. Our success depends on it.
Sincerely,
David Seaton
Chairman and Chief Executive Officer
Fluor Corporation
5
T H E
C O D E
O F
B U S I N E S S
C O N D U C T
&
E T H I C S
TA B L E
O F
C O N T E N T S
TABLE OF CONTENTS
Letter from the Chief Executive Officer
05
Avoiding and Resolving Conflicts of Interest
26
Our Core Values
08
How Can I Know Whether a Conflict of Interest Exists?
27
Getting to Know Our Code
10
Gifts and Entertainment
30
What is Our Code?
11
The Company May Also Experience Conflicts
31
Why Do We Have a Code?
11
How Can I Resolve a Conflict of Interest?
31
Who Must Follow Our Code?
11
Doing Business Globally
32
What is Expected of Me?
11
Zero Tolerance for Bribery
33
What is Additionally Expected of Managers?
11
Trade Controls
34
What is Expected of Our Business Partners?
11
Trade Sanctions and Boycotts
34
What if Local Laws and Customs Vary?
11
Money Laundering
34
What about Updates and Revisions to Our Code?
11
No Child or Forced Labor or Human Trafficking
35
What are the Consequences of Violating Our Code?
11
Protecting Company Assets
36
Doing the Right Thing
12
Proprietary and Confidential Information
37
Getting Help and Reporting Concerns
14
Personal Use of Company Property
37
Whom Should I Contact with a Question or Concern Related to Our Code?
15
Computer and Data Security
38
Whom Should I Contact if I Suspect Misconduct?
15
Social Media
38
What Happens When I Contact the Fluor Compliance and Ethics Hotline?
15
Document and Record Retention
39
How Are Reports Handled at Fluor?
15
Investigations and Audits
39
What If I Am Concerned about Retaliation?
15
Patents, Trade Secrets, Copyrights and Trademarks
39
Treating Your Fellow Employees Fairly
16
Using Third-Party Information Ethically and Responsibly
40
Diversity and Inclusion
17
Information Entrusted to Us by Clients and Partners
41
Fair Employment Practices
17
Competitor Information
41
Harassment-Free Workplace
18
Confidential Information from Prior Employers
41
Employee Personal Information
18
Competing Fairly in the Marketplace
42
Health, Safety and Environmental Protection (HSE)
20
Fair and Open Competition
43
Our Commitment to Safety and Security
21
Trade Associations
43
Protecting the Environment
21
Joint Venture Partners Who Are Also Competitors
43
HSE and Security Compliance
21
Engaging in Lobbying and Political Activities
44
No Weapons or Workplace Violence
21
Corporate Political Activities
45
Drug- and Alcohol-Free Workplace
21
Lobbying
45
Ensuring Proper Financial Controls and Transparency
22
Contact Information
46
Accurate, Full and Fair Disclosure
23
Subject Matter Experts
47
Insider Trading is Prohibited
24
Compliance and Ethics Hotline
49
Outside Inquiries and Presentations
24
6
7
O U R
C O R E
VA L U E S
Our core values
OF ALL THE STRUCTURES we have created, our
corporate culture may be the most impressive.
It is our focus on our core values that enables
us to provide superior integrated solutions to
our clients, a supportive work environment
and an improved quality of life for billions
worldwide.
Our values define how we do our work. We
will not undertake or execute a project that
compromises any of these values. When
we commit to work within Fluor’s values,
we achieve superior work and a leadership
position in our industry.
“Failure comes only
when we forget our
,
and
ideals objectives
principles.”
JAWAHARLAL NEHRU, STATESMAN
SAFETY
We hold sacred the well-being of people—
employees, clients and the communities in
which we work and live.
INTEGRITY
We live by the highest ethical standards.
TEAMWORK
We respect each other’s perspectives and
share knowledge and resources to achieve
excellence, deliver value and grow individually
and collectively.
EXCELLENCE
We deliver quality services of unmatched
value, constantly raising the bar on our
performance.
8
9
G E T T I N G
Getting to know our code
“Integrity without
knowledge
is weak and useless,
and knowledge without integrity
is dangerous and dreadful.”
SAMUEL JOHNSON, AUTHOR
What is Our Code?
Our Code is the centerpiece of our commitment
to conducting our business throughout the
world with the highest standards of business
ethics. It is a resource for you to use when
you need information or guidance before
making a decision. If your work involves
projects in which the U.S. Government or its
funds are involved, see the “U.S. Government
Contracting” Supplement to our Code.
However, our Code and its Supplement cannot
cover every subject or situation you might
face. If you need additional guidance, you can
review more detailed policies and practices
on Fluor’s Intranet at www.onefluor.comSM or
consult your local Human Resources manager.
Our Code does not create contractual rights
for you or others.
Why Do We Have a Code?
Fluor’s success depends on our reputation for
ethical business performance. Our company
has adopted global standards to help ensure
that we conduct business fairly and honestly
and interact ethically with each of our
stakeholders—including fellow employees,
clients, suppliers, competitors, governments
and communities. The Code describes our
global standards and helps us understand the
rules and principles governing the way we do
business at Fluor.
Who Must Follow Our Code?
All employees of Fluor Corporation and its
subsidiaries worldwide must adhere to our
Code at all times.
What is Expected of Me?
As an employee, you are required to:
• Understand and follow the laws and
regulations that apply to your job
• Read, understand and follow our
Code and the underlying policies
and practices applicable to you
• If you are uncertain about how to do
the right thing, seek guidance from
your supervisor or other Fluor resources
and use the steps in the “Doing What
is Right” section of our Code
• Participate in any compliance training and
10
T O
K N O W
O U R
C O D E
certifications required by our company
• Report any suspected violations of the Code
using the steps set forth in the “Getting Help
and Reporting Concerns” section of our Code
• Cooperate with any investigations
into potential misconduct
The company can only do something about
misconduct if it knows about it.
What is Additionally Expected
of Managers?
Managers have additional responsibilities
related to our Code. You are responsible
for promoting a culture of compliance and
integrity, including a positive working
environment in which people are treated with
dignity and respect. This culture is achieved by:
•Leading by example by living up to the
standards of our Code at all times
•Helping those you supervise understand
and follow the standards set forth in our
Code, policies and practices, as well as
stressing the importance of participating
in related training and certifications
•Supporting those who raise a concern
or report a suspected problem in
good faith, even if they go outside
of the chain of command
•Never taking or allowing a retaliatory
action against someone for
reporting concerns in good faith or
cooperating with an investigation
•Following up when you hear about or
suspect potential misconduct, promptly
escalating the concern, and never looking
the other way to ignore misconduct
greatly from one country to the next. We
comply with the law and our global standards
everywhere we do business. Because Fluor
Corporation is a U.S.-based company listed
on the New York Stock Exchange, many U.S.
laws apply outside the U.S. borders, some
of which may differ or conflict with the laws
of other countries in which we do business.
Our country-based policies and practices
are designed to uphold local laws. However,
if a situation arises where our Code, our
policies and practices, and U.S. laws or local
laws are in direct conflict, you should contact
your department manager and the Law
Department for guidance before taking action.
What about Updates and
Revisions to Our Code?
Our Code may occasionally be updated
or amended to reflect changes in laws
and our policies and practices. The
most current and authoritative version
of our Code is always available at
www.onefluor.com and www.fluor.com.
What are the Consequences
of Violating Our Code?
Violations of our Code can result in disciplinary
action, up to and including termination.
In appropriate cases, Fluor may also refer
misconduct to appropriate authorities for
prosecution. This may subject the individuals
involved to civil and/or criminal penalties.
What is Expected of
Our Business Partners?
We expect subcontractors, consultants, agents,
suppliers and other third-party providers to act
in a manner consistent with Fluor’s Business
Conduct and Ethics Expectations for Suppliers
and Contractors, which reflect our values and
Code. The most current version is available at
www.onefluor.com and www.fluor.com.
What if Local Laws and Customs Vary?
We do business all over the world. It is
important to recognize that laws, regulations,
business practices and customs can vary
11
REMEMBER:
SPEAK UP.
IF IN DOUBT, ASK.
D O I N G
Doing the right thing
“The time is always right
for
doing what
is right.”
MARTIN LUTHER KING, JR., CIVIL RIGHTS LEADER
T H E
R I G H T
T H I N G
AT TIMES, you might be unsure about what is the
right thing to do in a business situation. If you are
ever unsure how to proceed, don’t take the action.
Instead, step back from the situation and consider
these questions:
•
Is it LEGAL? Have I checked with the Law Department
or our company’s Subject Matter Expert? (see list, page 47)
•
Is it in line with our core values:
•
D oes it COMPLY with Our Code and other policies
and practices?
SAFETY, INTEGRITY, TEAMWORK and EXCELLENCE?
REMEMBER:
•
Am I involving the RIGHT PEOPLE?
IF YOU KNOW IT’S WRONG,
DON’T DO IT.
•
hat would my family, friends, manager
W
or co-workers THINK?
IF IN DOUBT, ASK.
SET AN EXAMPLE
FOR OTHERS.
•
Would it be FAIR to everyone involved?
•
Would I feel okay if I read about my actions in a
NEWSPAPER, or had to explain it to a JUDGE or JURY?
•
Is it consistent with our ethical REPUTATION?
If you hesitate when answering, or if you answer
“no” to any of these questions, don’t take the
action. If you are still in doubt, seek guidance by
following the steps set forth in the “Getting Help
and Reporting Concerns” section of our Code.
Always take personal responsibility for doing the
right thing.
DON’T IGNORE WHAT YOU
BELIEVE TO BE
ILLEGAL OR UNETHICAL
CONDUCT.
LOOKING THE OTHER WAY
IS NOT ACCEPTABLE, SO
SPEAK UP.
KEEP ASKING UNTIL YOU
GET AN ANSWER YOU ARE
COMFORTABLE WITH.
TAKE RESPONSIBILITY
FOR DOING THE RIGHT
THING.
12
13
13
G E T T I N G
Getting help & reporting concerns
H E L P
&
R E P O R T I N G
Whom Should I Contact with a Question
or Concern Related to Our Code?
If you are ever unsure about the right thing
to do in a business situation, you should seek
guidance. If appropriate, speak directly with
the person involved. You are also encouraged
to contact any of the following:
• Your immediate supervisor
• Your supervisor’s supervisor (and up the
reporting structure as necessary)
• Your local Human Resources
manager or, if applicable, your
Industrial Relations manager
•A Fluor Subject Matter Expert
(see list, page 47)
If you are uncomfortable discussing the matter
with any of these resources or the response is
inadequate, you should contact:
•Fluor’s Compliance and Ethics Hotline
(see contact information, page 49)
”There is no
pillow so soft as
a
Whom Should I Contact if I
Suspect Misconduct?
You have an obligation to contact any of
the resources above or any investigating
department if you know of or suspect
misconduct, even if you are in no way involved
in the misconduct itself. Investigating
departments include Corporate Investigations;
Corporate Security; Health, Safety and
Environment; Human Resources; Industrial
Relations; Internal Audit and Law Department.
Reported concerns will be forwarded to
the appropriate investigating department.
Reporting the suspected misconduct to these
resources contributes to our ethical culture and
helps Fluor minimize any damage to our fellow
employees, other stakeholders, company and
brand. Not reporting violations of our Code
could result in discipline, up to and including
termination.
clear
conscience.”
FRENCH PROVERB
C O N C E R N S
Hotline calls, the third-party call center
answers these calls and transcribes the
information you report. Caller ID is never used
and there will be no effort to trace your call.
You may report anonymously, where local
law permits. However, keep in mind that the
more information you provide, the easier it
will be for the company to investigate and
appropriately respond to your report.
How Are Reports Handled at Fluor?
Fluor investigates all Hotline reports and is
committed to maintaining confidentiality to
the maximum extent possible. The company
will disclose the information you provide only
on a strict need-to-know basis.
What If I Am Concerned
about Retaliation?
Fluor will not tolerate any form of direct or
indirect retaliation that arises from reporting
suspected illegal or unethical conduct in good
faith or cooperating with an investigation.
If a report is made in good faith, you will be
protected even if the concern turns out to
be unsubstantiated. If you suspect you are
experiencing retaliation, you should contact
Human Resources or Fluor’s Compliance and
Ethics Hotline. Retaliating against someone
who makes a report in good faith or cooperates
with an investigation will result in prompt and
strong disciplinary action, up to and including
termination.
What Happens When I Contact the
Fluor Compliance and Ethics Hotline?
Fluor’s Compliance and Ethics Hotline is
available 24 hours a day, seven days a week.
Reports may be made in more than 150
languages. A third party administers our
Hotline, including web-based reports. For
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15
T R E AT I N G
Treating your fellow employees fairly
fairness
integrity,
Fair Employment Practices
Fluor has established global standards so
that our employees are treated with respect
and fairness and free from all forms of
discrimination regardless of location. All
employment decisions—such as hiring,
promotion, pay, termination, training
opportunities and job assignments—must
be based on merit, not a person’s legally
protected characteristics. Such characteristics
may include gender, race, color, religion,
national origin, marital status, age, disability,
pregnancy, veteran status, sexual orientation
and other characteristics protected by law.
H. JACKSON BROWN, AUTHOR
F E L L O W
E M P L O Y E E S
FA I R LY
Diversity and Inclusion
Diversity and inclusion are embedded in
our core value of Teamwork. Our workforce
comprises skilled professionals and craft
personnel from around the world who
are dedicated to achieving excellence for
all of our stakeholders. Fluor’s goal is to
sustain its diverse workforce by leveraging
each individual’s knowledge and talents
while promoting cross-cultural understanding
and collaboration.
To this end, you are expected to demonstrate
dignity and respect for all Fluor employees
by valuing the diverse backgrounds,
experiences and ideas present among your
colleagues and in the locations where our
company operates. You must also promote
an inclusive work environment by practicing
appropriate and fair behaviors towards all
Fluor employees, clients and individuals in
our communities.
“Live so that when
your children think
of
and
they
think of you.”
Y O U R
Q: I am working on a project in a country where certain ethnic groups are not
protected by local labor laws from discrimination, harassment and unfair
treatment. What does this mean in terms of how we treat employees in
this country?
A: Fluor will not tolerate discrimination or harassment of any kind in our workplace. This
global standard won’t be compromised. All employees must be treated fairly and with
respect regardless of location.
Q: In my department, there are employees of all ages and I am among
the older group. I heard two managers talking about how they need to
promote more “younger” people because they have more energy and
drive and because they aren’t going to retire for a long time. I worry that I
will get passed over for promotions because of my age. What should I do?
A: You should contact your supervisor or your local Human Resources manager so that
the company can conduct a proper investigation to determine if age discrimination has
occurred in practice, not just in conversation. Fluor makes promotion decisions based
on a person’s skills, knowledge and ability. The company will not permit retaliation for
reporting problems in good faith.
Q: I am a pipefitter and occasionally my supervisor has asked me to work off
the clock. Is this appropriate?
A: No. All non-exempt employees must be paid for all hours worked. Contact your Human
Resources manager immediately with your concern.
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17
T R E AT I N G
Y O U R
F E L L O W
Harassment-Free Workplace
Our employees should work in a safe and
professional atmosphere, where merit and
competence are rewarded, and diversity and
trust are promoted. Harassment has no place
at Fluor and will not be tolerated. Harassment
can take many forms, including verbal
remarks, physical advances or visual displays.
It may come from coworkers, supervisors,
suppliers, contractors or clients. The legal
definition of harassment may vary by location,
but the behavior always has the purpose or
effect of creating an intimidating, offensive or
demeaning environment.
Harassment may be sexual or nonsexual
in nature. Sexual harassment may include
unwanted advances, inappropriate sexual
jokes, sexually suggestive comments,
touching, requests for sexual favors and
inappropriate comments about appearance.
Other examples of harassment may include
offensive comments, jokes or pictures related
to race, religion, ethnicity, gender or age.
E M P L O Y E E S
FA I R LY
personal contact information, identification
numbers, resumes and compensation data) for
legitimate business purposes. You must follow
all applicable data privacy laws and Fluor’s
policies and practices regarding the handling
of such information. For example, Fluor has
adopted a Binding Corporate Rules Policy to
ensure legally adequate protection for personal
information collected and used in Europe. You
also must respect information privacy by only
accessing and sharing confidential employee
data for legitimate business purposes, with
appropriate authorization and on a needto-know basis. Do not repeat or discuss this
information with anyone who does not have
an authorized business need to know it.
Employee Personal Information
For personnel, payroll, health care benefits
and other routine operations, Fluor maintains
and uses private and sensitive personal
information about employees (such as
Q: I work on a project and our client has been overly flirtatious and has asked
to come to my hotel room. I don’t want to anger or upset the client by saying
“no” to him, but I don’t know what to do.
A: You should discuss the matter with your supervisor and/or your local Human Resources
manager and tactfully tell the client that you are not comfortable with his apparent
advances and that you wish to keep the relationship purely professional.
Q: I am friends with a man who works in my department. Sometimes
we share jokes that might be considered offensive in my office but we are
careful to shut the door so no one hears. We also forward each other funny
jokes via e-mail. Could this be considered harassing behavior even though it
is between two friends and not shared with anyone who is offended?
A: While the company does not attempt to regulate employees’ private behavior, the
situation you describe takes place on company property, on company time and on a
company e-mail system. This behavior does not fit in our workplace, even in the privacy
of your office.
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19
H E A LT H ,
Health, Safety & Environmental Protection (HSE)
S A F E T Y
&
E N V I R O N M E N TA L
Our Commitment to
Safety and Security
Everyone who works for or with Fluor knows
that safety is our hallmark. Fluor’s reputation
depends on our continued commitment to
safety and the welfare of our employees.
Providing a safe and secure work environment
gives us a competitive advantage in attracting
the best applicants, retaining our valuable
workforce, and winning and keeping clients.
Protecting the Environment
Fluor is fully committed to acting as
an environmental steward in all of the
worksites where we operate. To protect the
environment, you must know and follow the
environmental policies and regulations that
apply to your work. All project designs and
plans we provide to our clients must comply
with applicable environmental laws.
“Safety
HSE and Security Compliance
HSE and security regulations vary in different
countries and states. Therefore, in addition
to our global standards for promoting HSE
and security, the company has put in place
processes to comply with local regulations.
doesn’t happen
by accident.”
You have the responsibility to know and
follow the global and local HSE and security
regulations, policies and practices that apply
to your work and to help make the workplace
safe for everyone.
PROVERB
You should report any violations of HSE
policies or potential hazards to your HSE
manager. Failing to properly report these
violations or asking another employee not
to report one is a violation of our Code and
may result in disciplinary action, up to and
including termination.
No Weapons or Workplace Violence
Personal weapons, such as guns , that can be
used to harm others, should never be brought
into the workplace. Acts of violence, as well
as threatening remarks or gestures, or other
disruptive behavior in the workplace are
unacceptable.
P R O T E C T I O N
or possess at your workplace alcohol, illegal
drugs, or prescription drugs that might
interfere with your ability to do your job safely
and effectively. Doing so could compromise
your safety and that of your fellow employees.
We have put in place specific policies that
outline rules on drugs and alcohol in the
workplace.
Alcohol may, at times, be served responsibly at
company functions such as a company picnic
or holiday party. These activities must be in
accordance with your local office practices,
including any necessary authorizations, or
as part of routine business custom such as
a business dinner with Fluor managers and
clients.
Q: We have come across an unanticipated small scope of work that requires our
employee to work at height, but there is no place to safely tie-off. It should
only take a couple of minutes to complete. The client is pressuring us to stay on
schedule and within budget. An aerial lift will increase our time and budget.
Can we proceed since we can likely get the job done without disruption?
A: No. Even if the client pressures you to “just get the job done,” do not proceed. Stop work
and determine an appropriate means to prevent the employee from falling. Precautionary
measures to protect the well-being of our employees must never be compromised.
Schedule and budget impacts are never good reasons to put an employee in harm’s way.
Q: A new set of steel stairs has been installed at our project, and one of the steps is
uneven. While coming up the stairs yesterday, I stumbled forward and scraped
my shin on the grating. This does not seem like a big deal, and I don’t want my
manager to think I’m a troublemaker. Do I need to report it?
A: Yes. Always report all incidents and near misses. Your injury could get worse if not treated
early on, and the uneven step could cause more severe incidents if not reported and
corrected. You will never be disciplined for making a good faith report of an incident or
near miss, whereas you may be subject to disciplinary action if you do not report.
REMEMBER:
SAFETY IS EVERYONE’S
RESPONSIBILITY.
Drug- and Alcohol-Free Workplace
You may never work under the influence of
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21
E N S U R I N G
Ensuring proper financial controls & transparency
P R O P E R
F I N A N C I A L
C O N T R O L S
&
T R A N S PA R E N C Y
Accurate, Full and Fair Disclosure
As a publicly traded company, Fluor’s financial
results must comply with generally accepted
accounting principles and always be accurate,
complete, fair, timely and understandable.
The accuracy of our financial reports depends
on every employee properly recording
information such as time charges, change
orders, project estimates, sales, expenses,
costs, bills, payroll, and regulatory data. As
an employee, you must properly verify that
any financial information for which you are
responsible is accurate, complete and timely.
Because many projects take months or years to
complete, our company uses trained financial
estimators to determine how much revenue
and profit can be recognized for reporting
financial results. These estimates depend
on the accuracy of information provided by
project managers and personnel.
“Clear
Managers must take responsibility that
adequate resources and oversight are devoted
to properly implementing and following
financial controls on all projects, at all
locations, and at all times.
accounting makes
good friends.”
PRESSURE TO MEET
THE NUMBERS
SPANISH PROVERB
Q: My project manager asked me
to change the financial forecast
for a project based on incorrect
information. There doesn’t
appear to be any real basis for
this change and it will impact the
project earnings. I’m worried that
if I don’t follow my manager’s
request, my manager will be
angry with me. What should I do?
A: You should first try to explain your
concern to your project manager to
make sure he or she understands the
problem. If this does not resolve the
problem, you should report the matter
to one of the resources listed in “Getting
Help and Reporting Concerns.” Don’t
fear retaliation for making a report in
good faith.
22
23
23
At Fluor, while we take job performance
extremely seriously, we never let pressure
to “meet the numbers” compromise our
integrity.
• Never alter financial or other data to meet
targets, to help boost Fluor’s financial
figures or stock price, to “save jobs,” to
meet incentives or bonus plan targets, or
for any other reason not related to actual
financial performance.
• Never delay reporting negative financial
results to management until the last
minute. All financial information—
whether positive or negative—needs to
be reported accurately and timely.
• Never inappropriately hold back reserves,
profits or other contingencies when a
project is doing well to protect against
possible bad numbers at a later time.
• Never pressure or ask another employee
to inappropriately alter, delay or hide
financial results or other information.
ENS U RI NG P R OP E R FI NANCI AL CONTR OLS & TR AN S PA R EN C Y
Insider Trading is Prohibited
You may come across inside information about
our company, clients or partners through
your work with Fluor. Buying or selling the
securities of a company while you are aware
of inside information about that company is
considered “insider trading.” This is illegal, and
so is “tipping,” or advising others to buy or sell
securities based on inside information.
Q: I’m a project manager for Fluor,
and I overheard an employee of
our joint venture partner say that
they are facing major litigation.
I’m not supposed to know this
nonpublic information. In the
past year, I invested heavily in
the partner. May I sell off some of
my shares to avoid losing money?
A: No. You have come across inside
information through your work for our
company. Insider trading laws prohibit
trading the securities of our company
or any other company involved on the
basis of such inside information. You
should check with the Law Department
for further guidance.
Q: A market analyst called me today
to ask if the rumor that we had
been awarded a major project we
had bid on was true. We did win
the contract, but it has not been
publicly announced. I don’t want
to lie to or mislead the analyst.
What should I say?
A: Only designated spokespersons may
speak about the company’s financial
status. Fluor’s policy is never to
comment on market rumors. You
should politely tell the analyst you are
prohibited from speaking about such
matters and direct them immediately
to the Investor Relations Department.
“Inside information” is material information
that is not available to the public that a
reasonable investor would likely consider
important in making a decision to buy or sell
a security. Remember that even information
about events or actions that are not certain
to happen, such as the possible new award
or signing of a joint venture award, can be
considered inside information.
It is important for all employees to keep inside
information confidential and not discuss it or
allow it to be overheard by anyone inside or
outside the company, except on an authorized
need-to-know basis.
Examples of inside information may include:
•Financial information or data
such as earnings or forecasts
•Winning or losing a significant
new or existing award
•Financial liquidity problems
•Changes in senior management
•Significant or expected developments in
litigation or government investigations
•Mergers, acquisitions, divestitures
or joint ventures
•Changes in a company’s outside
auditor or notification from auditors
regarding financial statements
Some Fluor officers and other employees
are designated company “insiders” because
of their regular access to material inside
information. These insiders can only trade
during specified trading windows and only
with the pre-approval of the Chief Legal
Officer.
Outside Inquiries and Presentations
You may have access to information about
financial results—Fluor’s and other
companies’—on a routine basis that is not
available to the public. You must exercise
caution not to reveal this information when
responding to outside inquiries or giving
presentations to outside groups.
Only designated Fluor spokespersons may
speak about our company’s financial status.
Fluor’s policy is never to comment on market
rumors. If a member of the media or a stock
market analyst contacts you for information,
you should direct them immediately to the
Fluor Corporate Affairs or Investor Relations
Departments.
If your job requires that you make presentations
to outside groups, such as at professional
conferences and training seminars, you must
be particularly cautious. Any presentations
that contain nonpublic financial or proprietary
information or processes must be approved in
advance by the Law Department.
WHEN CAN I TRADE?
Once material information has been disclosed
publicly to the marketplace through
established channels, and the public has had
enough time to absorb the information, you
may trade in Fluor’s or the related company’s
stock. Fluor’s policy allows trading on and
after the start of the third business day after
material information is disclosed.
24
25
AV O I D I N G
Avoiding and resolving conflicts of interest
“One of the truest tests of
is its blunt
refusal to be compromised.”
integrity
CHINUA ACHEBE, WRITER
A N D
R E S O LV I N G
How Can I Know Whether a
Conflict of Interest Exists?
A conflict of interest occurs when your
personal or financial interests interfere with
your ability to make sound and objective
business decisions on Fluor’s behalf. You need
to avoid any situation that creates even the
appearance of this kind of bias. A perceived
conflict of interest that calls into question our
business integrity can be as damaging to our
reputation and business as the existence of an
actual conflict.
To determine whether a conflict of interest
exists, you should ask yourself:
•Does this situation make me
feel uncomfortable?
•Would the action have the potential
to affect my ability to make
sound business decisions?
•Could it influence my objectivity
or appear to do so?
•Would my co-workers think the situation
could affect how I do my job?
•Would it look suspicious to someone
outside our company, such as a client,
supplier, shareholder or the media?
•Would it take revenue or
profit away from Fluor?
• Would I benefit financially or personally?
If you answered “yes” to any of these
questions, you should discuss the activity,
C O N F L I C T S
O F
I N T E R E S T
financial interest or relationship with your
supervisor or your Human Resources manager
immediately.
The following sections discuss some common
areas in which conflicts of interest might arise.
OUTSIDE JOBS AND ACTIVITIES
Outside jobs and activities can affect your
ability to do your work for Fluor without bias.
Examples of inappropriate outside jobs and
activities include:
•Working for, or providing services to,
an actual or potential Fluor competitor,
client, supplier, subcontractor or
agent while employed by Fluor
•Using company assets, contacts or other
resources to start or support another
business or nonprofit organization
CORPORATE OPPORTUNITIES
You may learn about business opportunities
through the course of your work for Fluor.
Fluor’s interests must come first. You cannot
take advantage of such an opportunity
that rightfully belongs to Fluor or one of
its subsidiaries. This applies whether the
opportunity would be for your own benefit
or passed on to someone else for his or her
personal benefit. In addition, you should never
take advantage of any business opportunity
that competes with Fluor.
Q: I recently took a part-time position with another company. I’m only working
on the weekends, so my second job won’t interfere with my ability to work
for Fluor. However, I found out that the company for which I’m working this
second job is actually one of Fluor’s many suppliers. Is this okay?
A: Possibly. Working for a Fluor supplier while being employed by our company could
create a situation in which a conflict of interest might arise. Before doing any work
on behalf of this Fluor supplier, you must first consult with and get authorization
from your supervisor or Human Resources manager. If you are permitted to continue
working with the supplier, remember that the second job should not interfere with your
responsibilities or job duties for Fluor. You should not do work for the other company
when you are supposed to be working for Fluor. Please also remember that you cannot
use Fluor equipment or supplies in your work for the other company. That includes
computer equipment, electronic mail and telephones. You must also carefully guard
against disclosing confidential information to the other company.
26
27
REMEMBER:
HAVING A CONFLICT
OF INTEREST IS
NOT NECESSARILY
A VIOLATION OF OUR
CODE, BUT FAILING
TO DISCLOSE IT
ALWAYS IS.
AV O I D I N G
&
R E S O LV I N G
ACTIVITIES AND OWNERSHIP STAKES OF
CLOSE FAMILY MEMBERS AND FRIENDS
The activities of close family members and
friends may also lead to potential conflicts
of interest. For this reason, you should not
be involved in the hiring or supervision of a
supplier, subcontractor, agent or consultant
where your close family member or friend is
employed or has a significant ownership stake.
A “close family member” is any person closely
connected to you by blood, marriage or close
affinity (for example, a spouse, significant
other, sibling, grandparent, brother-in-law,
etc.), such that your impartiality might be
perceived to be affected by the relationship.
The term also refers to a domestic partner
and the domestic partner’s child, parent,
sibling, half-sibling, grandparent, grandchild
or stepparent.
When a family or romantic relationship exists
between employees working together, real or
perceived preferential treatment or tension
may exist. Neither employee should be in a
position where he or she has decision-making
authority over the other employee. Again, the
important thing to remember is that you must
avoid even the appearance of bias.
C O N F L I C T S
O F
I N T E R E S T
• Client, if you are responsible for dealing
with the client
Keep in mind that not all outside financial
investments may result in a conflict of interest.
This is why it is important to disclose any
potential conflict to your supervisor or Human
Resources manager immediately, to determine
whether a conflict—or the appearance of
one—may exist.
BOARDS OF DIRECTORS
While Fluor supports outside activities that
benefit our communities and profession,
you must exercise caution when accepting
outside appointments, such as serving on a
board of directors of another organization.
This may raise a conflict of interest or even a
legal issue. In particular, serving on the board
of, or otherwise advising, a Fluor competitor,
supplier, contractor, agent or client, or any
company that has direct commercial dealings
or competes with Fluor or a client, may be
problematic.
Fluor officers are required to obtain approval
from the Chief Legal Officer before serving
on any board, including nonprofit and
community boards.
FINANCIAL INVESTMENTS
Q: My spouse owns a company that
Fluor is considering hiring as a
supplier. A contract with Fluor
would be great for my spouse’s
business. I would like to do
anything I can to help my spouse
win the contract. What can I do
to help?
A: You shouldn’t do anything to help
your spouse’s company get the
contract. If you are involved in the
selection process, you should tell your
manager and remove yourself from
the situation. Helping your spouse’s
company is a conflict of interest. Even
if you are certain you can be unbiased
and award the contract to the best
bidder, you should not be involved
because of the perception of a conflict
of interest.
You must be careful that your investments,
or those of your close family members or
friends, do not impair your ability to make
objective decisions on behalf of our company.
Having a significant financial investment in
a company that does business with, seeks to
do business with or competes with Fluor may
create a conflict of interest, depending on the
size and type of your investment, your role in
the company and the business relationship
between Fluor and the other company. An
interest is considered significant if it could
impair, or reasonably appears to impair, your
ability to act solely in the best interests of
Fluor. Examples of conflicts of interest include
having a significant investment in a:
• Supplier, if you have involvement with the
selection of, assessment of, or negotiations
with, the supplier
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29
AV O I D I N G
&
R E S O LV I N G
Gifts and Entertainment
To build goodwill with potential and
existing clients and other business partners,
exchanging gifts and entertainment as
business courtesies is accepted business
practice. However, we must be cautious when
exchanging business courtesies to avoid a
conflict of interest or the appearance of one.
In addition, we need to take steps to ensure
that any gifts and entertainment are not and
will not be seen as bribes meant to improperly
influence business decisions. If others believe
that a business decision was made because
of a gift or business courtesy and not purely
on the basis of merit and sound business
judgment, our reputation will be harmed.
In general, you can give and receive gifts or
offer and accept meals and entertainment that
fit all of the following guidelines. The gift or
entertainment:
• Is not intended to improperly
secure something in return
• Is reasonable and not excessive for the
industry, your function and your position
• Does not violate Fluor’s or the third
party’s applicable standards or the law
• Is not in cash or cash equivalent
C O N F L I C T S
O F
I N T E R E S T
AV O I D I N G
RECEIPT OF INAPPROPRIATE GIFTS
GOVERNMENT CLIENTS
If you receive an inappropriate gift from a
supplier, contractor or other business partner,
you must return the item with a tactful yet
clear explanation that the gift violates Fluor’s
gifts and entertainment policy and let your
supervisor know. If the person who gave you
the gift requests that the item be donated to
a charity of our company’s choice, you should
consult your supervisor or your local Human
Resources manager to direct the matter to the
Fluor Foundation for handling.
When national, state or local governments or
governmental entities or funds are involved,
more restrictive rules usually apply. If you deal
with government representatives or funds, it
is your responsibility to familiarize yourself
with these rules. For U.S. governmentrelated matters, see the “U.S. Government
Contracting” supplement to our Code for
details. For Fluor’s anti-corruption standards
relating to government officials, see the
“Doing Business Globally” section of our Code.
REQUEST FOR INAPPROPRIATE
ENTERTAINMENT
The Company May Also
Experience Conflicts
As a company, Fluor can also experience
conflicts of interest with our clients, suppliers
or other business partners, and it may be
necessary or appropriate to disclose these
conflicts to others for resolution.
At times, clients, suppliers, contractors
and other business partners may express
an interest in entertainment that involves
inappropriate content or excessive cost. If this
situation arises, you must explain tactfully that
Fluor does not permit company time or funds
to be used for entertainment that is excessive
in value, sexually explicit or otherwise
inappropriate. Also, report the occurrence
to your supervisor so that the company may
consider taking further action. Do not try to
solve the problem by offering to pay for it
personally or having the client pay for it.
These rules apply to gifts, favors, meals and
entertainment involving your close family
members, as well.
&
R E S O LV I N G
C O N F L I C T S
O F
I N T E R E S T
How Can I Resolve a
Conflict of Interest?
Conflicts of interest may often be resolved if
they are disclosed promptly. If you feel that
you or our company may face an actual or
potential conflict of interest, you should tell
your supervisor or Human Resources manager
about the potential conflict immediately.
Disclose any potential conflicts of interest
before acting to avoid making the situation
worse. Additionally, always disclose any
potential conflicts of interest in writing in your
annual ethics certification.
Q: A potential supplier has offered to have me tour a site that has installed a technology that we may want to consider using on
our project. Is this a problem?
A: Probably not. If the full costs directly relate to a legitimate business purpose and are not excessive, and your supervisor has approved the business
trip, then it is not problematic. Additional review and documentation by the Law Department will be required if a government entity or official is
involved.
Q: We are working on a large project in a remote location. We are in need of
equipment that is hard to locate. In fact, the only source in this region is a
Fluor subsidiary, so we are going to need to purchase the equipment from
our subsidiary. Does this create any concerns?
A: We always want to be transparent with our clients. While it may be necessary
to purchase the equipment from our subsidiary, we should disclose the situation to the
client first.
Q: I am a salesperson and would like to send the client representative on one of my accounts a gift basket for the holidays.
Anything I need to do?
A: Before sending a gift to or entertaining a client, you should check the client’s requirements or limitations with regard to receiving gifts and
entertainment. You don’t want to put the recipient in a tight spot. If the client is a government entity, see Fluor’s anti-corruption standards relating
to government officials in the “Doing Business Globally” section of our Code and the “U.S. Government Contracting” supplement to our Code for
details. If there is no prohibition, then generally a gift basket at the holidays would not present a problem, as long as it is reasonable for the industry
and your function and position. If you have any doubt, ask your supervisor or Human Resources manager.
Q: One of Fluor’s office equipment suppliers has offered to give me the same
discount Fluor has negotiated to buy furniture and equipment for my home
office. Is this acceptable?
A: Probably not. A supplier discount is only acceptable if it is available to all Fluor employees.
If the discount is offered only to you, then it is not appropriate. This situation could be a
problem from a variety of perspectives: an improper gift, an attempt to influence Fluor
business decisions, and an appearance problem.
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31
D O I N G
Doing business globally
“A man without
is a wild beast
loosed upon this world.”
ethics
ALBERT CAMUS, WRITER, PHILOSOPHER
Zero Tolerance for Bribery
In many parts of the world, paying bribes to
win business contracts is unfortunately both
accepted and expected. However, Fluor will
not tolerate bribery of any form—with any
third party, public or private, whether done
directly or indirectly through third parties,
even if we lose business or encounter delays
because of our refusal to do so.
A “bribe” is an offer or promise to give, or the
giving of, or authorizing to give, anything of value
or another advantage to improperly influence
the actions of a third party, public or private.
Bribes may include money, gifts, travel or
other expenses, hospitality, below-market
loans, discounts, favors, business or
employment opportunities, political or
charitable contributions, or any direct or
indirect benefit or consideration. Improper
influence typically involves the intent to secure
a quid pro quo to buy the misuse of someone’s
position.
Bribes violate anti-corruption laws. It is your
duty to know and follow the local and other
applicable anti-corruption laws that apply
to your assigned duties. Consequences for
violating anti-corruption laws are severe
for both our company and the individuals
involved, including possible civil and criminal
liability.
FACILITATING PAYMENTS
At Fluor, facilitating payments are prohibited,
unless they are:
•Pre-approved in writing by
the Law Department;
•Allowed under all applicable anticorruption and local laws; and
•Properly and accurately accounted
for in our company’s records
A “facilitating payment” is a small payment
given to a government employee, usually in
cash, to expedite or secure the performance
of a routine process such as to expedite utility
services, provide needed police protection or
approve the granting of a work permit or visa.
Anti-corruption and local laws often prohibit
facilitating payments.
32
B U S I N E S S
G L O B A L LY
If there is an immediate and credible threat to
an employee’s physical safety or security and
it is not reasonably possible to get advance
approval for a proposed payment demanded,
the payment may be made without prior
approval but must be promptly reported in
writing to the Law Department.
USE OF AGENTS, CONSULTANTS,
REPRESENTATIVES, AND
OTHER THIRD PARTIES
Fluor may be liable under anti-corruption
and local laws not only for the actions of our
employees, but also those of our business
partners. If you have a reasonable suspicion
that a business partner or other third party
might pay a bribe, but fail to take the
appropriate steps to attempt to prevent
such payment, we may be seen as implicitly
authorizing the bribe.
We expect our joint venture partners,
suppliers, contractors, consultants, agents
and other business partners to maintain a zero
Q: One of my customers is planning
a trip from her office in Southeast
Asia to visit Fluor’s headquarters
and meet with our executive
management team. My customer
told me that she expects to be
reimbursed for all of her trip
expenses, including personal
expenses she plans to incur while
touring the area. Can I approve this?
A: No. You may not approve reimbursement
for the customer’s nonbusiness-related
expenses, such as sightseeing trips or plane
tickets for family members. Fluor cannot
pay for these expenses, since doing so
might create the appearance of bribery. All
reimbursable expenses must be (1) directly
related to a bona-fide business purpose,
(2) reasonable and (3) permissible under all
applicable laws and rules.
33
tolerance for bribery, as described in Fluor’s
Business Conduct and Ethics Expectations
for Suppliers and Contractors, available at
www.onefluor.com and www.fluor.com.
While we generally discourage the use of
third-party agents, in many parts of the
world, it is necessary and even required to
use agents, consultants, representatives or
other third parties to arrange or broker deals
with governments, government entities and
private entities. These relationships can be
tricky.
If you interact with agents or other third
parties, such as joint venture partners,
suppliers, subcontractors, or consultants, you
must follow the proper practices put in place by
Fluor, including due diligence procedures and
contractual provisions. Report any suspicious
or questionable behavior, transactions or
receipts to the Law Department immediately.
RED FLAGS THAT WARRANT
FURTHER INVESTIGATION WHEN
SELECTING OR WORKING WITH
THIRD PARTIES:
• “High risk” country known for corruption
• Lacks experience with product, field, or
industry, or qualified staff
• Inconsistencies or misrepresentations in
the due diligence process
• Reference check reveals flawed reputation
•
Objects to anti-corruption contractual
provisions or certifications
• Commission or fee exceeds the going rate
• Requests unusual payment arrangements,
such as payment in cash, in another
currency or in a third country
• Recommended by a government official
• Close social, business or family ties to a
government official
D O I N G
Trade Controls
Fluor sometimes supplies equipment and
technology that are subject to export control
laws, and sometimes receives equipment and
technology that are subject to import control
laws. It is critical that you comply with all rules
and regulations that regulate our international
trading activity.
As a global company, Fluor delivers our
products and services all over the world. An
“export” occurs when a product, service,
technology or piece of information is shipped
to a person in another country. An export
can also occur when technology, technical
information or software is provided in any
way, including verbally, to someone who
is not a U.S. citizen who is located in either
the United States or a third country. Before
engaging in exporting activity, all required
licenses and permits must be obtained.
The export, re-export or re-transfer of any
controlled equipment, technology or technical
data, must be consistent with the terms of any
export license and all applicable regulations.
If you transport and/or use goods and
technology subject to export or import
B U S I N E S S
G L O B A L LY
controls, you must understand and follow
the relevant laws, regulations and related
company policies and practices. Consequences
for violating trade control laws and regulations
are severe for the company and the individuals
involved, including the potential loss of export
privileges and civil and criminal penalties. If
you have any questions about exports, reexports or imports, please contact Fluor’s
Trade Compliance subject matter expert (see
Subject Matter Experts, on page 47).
Trade Sanctions and Boycotts
As a U.S.-based company, we must abide by all
U.S. trade and economic sanctions. For an upto-date list of those countries and individuals
with which we cannot do business, contact our
Trade Compliance subject matter expert or the
Law Department.
In addition, we may not participate in any
boycott or restrictive trade practice against
countries considered “friendly” to the United
States that are “blacklisted” by other countries
or firms. For example, some companies in the
Middle East may seek to include language in
contracts that prohibits Fluor from doing work
in Israel. We cannot allow such language to
be included or enforced in a Fluor contract.
You should promptly report any request to
participate in a boycott to your manager and
our Law Department, even if Fluor decides not
to bid on the project.
Money Laundering
Fluor is committed to fighting money
laundering in the countries where we do
business. “Money laundering” is the process
by which individuals or entities move criminal
funds through the financial system in order to
hide traces of their criminal origin, or otherwise
try to make these funds look legitimate.
While you may never be in the position to
violate money laundering laws, you need
to be on the lookout for irregularities in the
way payments are made. If you see any of the
following, you should report the matter to our
Treasury Department immediately:
•Payments made in currencies other
than those specified on the invoice
•Payments made to or received from
countries unrelated to the transaction
•Attempts to make payments in
cash or a cash equivalent
•Payments made by a third party
not involved in the contract or an
account other than the normal
business relationship account
•Requests or attempts to make payments
for each invoice or group of invoices
through multiple forms of payment
•Requests to make an overpayment
No Child or Forced Labor
or Human Trafficking
Our belief that all individuals should be treated
with dignity and respect is firmly rooted in our core
value of Integrity. Fluor is committed to fostering
an environment that recognizes and supports
all aspects and dimensions of human rights.
Fluor does not tolerate the use of child or forced
labor, trafficking in persons, or procurement of
commercial sex acts. You must work to ensure
that Fluor does not have suppliers, contractors
or other business partners who do so, as reflected
in Fluor’s Business Conduct and Ethics Expectations for Suppliers and Contractors, available at
www.onefluor.com and www.fluor.com.
These standards apply regardless of local laws
and customs.
Q: We have “controlled” technology from the United States on our project. Can we send the “controlled” technology to
our Manila office since it is a Fluor company?
A: No. “Controlled” technology cannot be released outside the U.S. without prior approval in the form of an approved export license by the
Department of Commerce. Your procurement representative or Fluor’s Trade Compliance Officer can help you get the necessary license.
Q: I am trying to move equipment into Saudi Arabia from Turkey by truck. I checked the current list of countries and
individuals that are on the government’s list of countries with trade sanctions and no matches appear for either
Turkey or Saudi Arabia. Do I have an issue?
A: Possibly. Doing business with a country that has trade sanctions imposed against it is broadly construed. Even moving goods through a
country on the list could violate the trade sanctions. If your goods are transiting through Iran or another sanctioned country, you must
first consult with Fluor’s Trade Compliance Officer or Law Department. Additionally, if you are working in a geographic location where
there are sanctioned countries, it would benefit the project for you to be familiar with the applicable sanction regulations.
Q: I am leaving tomorrow on a last-minute trip to the Middle East. I need to take my laptop, but realize that because
of the large amount of Fluor program designs it contains, I may need to obtain an export license. Can I leave the
country without obtaining the license, as long as I apply for it before I leave?
A: No. You need to obtain any necessary permits before leaving the country with “controlled” technology that would qualify as an
export. If you are unsure whether you need to obtain an export license, you should consult Fluor’s Trade Compliance Officer or our Law
Department.
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35
P R O T E C T I N G
Protecting company assets
pure
NATHANIEL HAWTHORNE, AUTHOR
Managers should ensure that safeguards
are put in place to protect confidential and
proprietary information from both unintended
and deliberate misuse and ensure that such
information is provided to other employees only
on a need-to-know basis.
Fluor has many joint venture partnerships
with companies that might also be our
competitors, suppliers or clients in other
circumstances. Communication in these joint
ventures is obviously critical, but we must
take reasonable steps to protect Fluor’s
confidential and proprietary information
from accidental and inappropriate disclosure
or from use outside the intended joint venture
36
A S S E T S
Proprietary and Confidential
Information
Fluor’s proprietary and confidential
information is one of our company’s
most important assets. “Proprietary and
confidential information” generally includes
nonpublic information that, if revealed, might
benefit our competitors or harm the company.
Examples include technical information,
designs or process data, pricing information,
business or strategic plans, acquisition or
teaming plans, work processes and know-how,
project practices, software and technology,
research and development, client and supplier
lists, as well as third party proprietary and
confidential information entrusted to Fluor
that Fluor is obligated to protect, such
as clients’ and partners’ proprietary and
confidential information.
You must be vigilant, both on and off the
job, in protecting Fluor’s confidential and
proprietary information with the utmost
care. If you are authorized, you may only
provide this information to co-workers and
outside third parties who have a legitimate
business need to know it. Be sure to follow
the safeguards put in place to protect this
information from unintended or deliberate
misuse. Never discuss this information in
a public place where outside parties can
overhear you. You have a duty to keep Fluor’s
information confidential and proprietary even
after your employment ends.
“A
hand
needs no glove
to cover it.”
C O M PA N Y
context. We must abide by all Fluor joint
venture agreements, which specify and limit
access to Fluor information and systems to
certain individuals.
Personal Use of Company Property
At times, you will likely need to use company
equipment and computer systems for limited
personal use. You are permitted to do so
within limits, as long as your use is reasonable
and your work goals are accomplished. Using
Fluor facilities or equipment for unauthorized,
abusive, unethical or inappropriate purposes
will not be tolerated. Never overuse or abuse
company assets for your personal use or gain
or to conduct work on behalf of others. Taken
too far, it can even be fraud or theft.
If you are required to bill your time to the
company or clients, be sure to do so accurately
and fairly.
37
Q: I often work in the office after
hours. Sometimes, when I’m
alone in the office late at night, I
read personal e-mails that some
may find obscene and forward
them along to my friends. I
figure that I’m not disturbing
anyone, and I don’t think I’m
harming our company since I’m
doing this after business hours.
Am I right?
A: No. It’s never okay to use company or
client computers or network systems
to view or forward inappropriate
e-mails, even if you’re alone in the
office, at home or on a business trip,
or you are forwarding the e-mail to
someone who is not employed by
Fluor. This is an inappropriate use of
company time and resources and may
result in disciplinary action up to and
including termination.
P R O T E C T I N G
Computer and Data Security
Fluor owns or has been licensed to use the
technology used in our business—including
hardware, software and computer systems.
This technology and the information stored
on our computer systems are critical to Fluor’s
success. Everyone who uses a computer at
Fluor is responsible for protecting these
valuable technology resources. If you believe
that anyone is placing the performance
and/or security of any Fluor, or third party,
information or systems at risk, you should
immediately advise your supervisor or your IT
manager.
The company has entrusted you with its
technologies so that you may conduct
company business. You may not use any
Fluor resources to conduct illegal activities or
access or download obscene, sexually explicit
or otherwise inappropriate material, for
personal gain or profit, or to communicate
discriminatory, harassing or threatening
messages. You should have no expectation
of personal privacy in connection with these
C O M PA N Y
A S S E T S
resources. To the fullest extent permitted
by applicable law, the company reserves all
rights to monitor and review any messages
and information sent or received using
company resources. Remember, electronic
documents and information can be retrieved
even after you have “deleted” them from
your computer’s memory, so be careful about
including sensitive information in electronic
communications.
If you wish to add computer software or
hardware on Fluor computer equipment, you
must first get approval from IT, as they may
pose a security risk to the Fluor network. Never
add computer software for which there are no
software licensing agreements or in violation
of copyright laws. Even if branded with the
Fluor name, technology may be owned by a
third party. Before granting any third party
access to the Fluor network or any software
or systems made available through the Fluor
network, you should confirm it is appropriate
to do so and that proper documentation is
in place. If you share your password, user ID,
P R O T E C T I N G C O M PA N Y A S S E T S
network access information or badge IDs with
anyone, even a coworker or administrative
assistant, you are responsible for any actions
that person takes while logged into the
system.
Social Media
Most of us have access to the Internet on our
work computers. While occasional personal
use is permitted, you must be careful to
protect Fluor’s reputation and business
information by not posting any comments or
documents about Fluor on any social media
sites such as social networking sites, photo
and video sharing sites, blogs, wikis or other
bookmarking sites—negative or positive—
that are confidential or could be attributed to
our company. You should never use company
time, property or networks for social media
communications. If you choose to do so
outside of your work environment, you should:
•Ensure that your communications do
not violate the law (for example, libel,
defamation, harassment or copyright
Q: I have some photographs from a major project and want to use them in a proposal we are making for another client. Can
I do so?
A: You may need permission from the client to use project site photographs. In addition, you may need to obtain permission from the
photographer and any other companies whose logos may be depicted in the photographs. Individuals also have the right to consent how
their images are being used.
Q: I left my laptop on an airplane and my passwords were in my computer bag. What should I do?
A: You should immediately file a police report and ask for a copy. Then immediately contact Fluor Corporate Security with a copy of the police
report and Fluor Information Security to report the theft. Familiarize yourself with Fluor’s IT Security Policies. You should never keep your
passwords with your laptop or other password-protected devices. In addition, you should not store any personal information (such as
social security numbers or credit card information) on your computer unless it is encrypted.
Q: I regularly read the Yahoo! message board for our company. I noticed that one user recently posted a question asking for
confirmation of a significant project our company has been rumored to win. Although the official announcement has not
been made to the public, I know we are doing preliminary work for the client on this project. Is it okay for me to respond
on the message board and answer the question that we have received the work?
A: No. It is against our Code and company policy to publicly post confidential or proprietary information on social media sites, including
message boards or chat rooms. Doing so may subject the individuals involved and our company to reputational damage and civil or
criminal fines. Since information about this project is nonpublic, you should not comment on it.
Q: I would like to download onto my laptop a free software application that I also have on my home computer. Is this OK?
A: No. You must check with your IT Department for approval on whether it is acceptable to download software onto your Fluor laptop. Any
software, even if available for no charge, must be vetted by IT to ensure that it is safe to introduce to the Fluor environment.
38
laws) or company policies (for example,
policies regarding disclosure of
confidential or proprietary information
or speaking on behalf of Fluor)
•Do not denigrate or insult Fluor services,
clients, suppliers or competitors
•Never infringe upon the
intellectual property rights of
Fluor or its client, including logos,
trademarks, photos or videos
•If speaking about your professional
life, clearly state that these are your
personal views and not necessarily
the views of the company
•Safeguard your personal information
Document and Record Retention
We often deal with large quantities of
documents and records, both paper and
electronic. It is important that you know
how long these documents and records
should be retained, and how Fluor disposes
of them. Fluor has detailed retention policies
and practices for project and nonproject
documents and records, which you should
understand and follow. If you are notified that
documents in your possession may be relevant
to litigation, an investigation or an audit, you
are required to maintain such records and
follow the instructions set forth in the notice.
investigators without prior written approval
from Fluor’s Law Department.
Patents, Trade Secrets,
Copyrights and Trademarks
Patents, trade secrets, copyrights and
trademarks are legal terms that define when an
invention, know-how, product, idea, written
work or name are owned by an individual
or company, and use of these by others is
prohibited without express permission. You
should not use another company’s name or
logo without its permission. In addition, you
should not, copy articles, data, photographs,
music, videos, or software without obtaining
the required authorization from the author or
owner. Just because something is posted on
Investigations and Audits
We are expected to fully cooperate with any
legitimate internal or external auditors or
investigators who request information in
connection with an audit of our company.
Always provide accurate and complete
information. In addition, never delete or
destroy records that are subject to (or are
likely to be the subject of) a government or
internal investigation, subpoena or lawsuit.
Do not attempt to improperly influence any
auditor, regulator or investigator reviewing
our company’s records or encourage anyone
else to do so.
You should notify the Law Department if you
are approached by a government investigator
or regulator regarding Fluor. You should
not provide any Fluor records to outside
39
the Internet does not mean it is freely available
for use. And, you may need permissions from
more than one source.
Employees may sometimes develop ideas,
processes and technology on Fluor’s behalf
or in the scope of our work for Fluor that
will be protected by patents, copyrights and
trademarks. This “intellectual property”
belongs to the company or the company’s
clients (depending on the situation and
on the client’s contract terms), and not to
employees. As part of your employment with
Fluor, you have assigned the rights to any such
intellectual property to Fluor or the clients, as
appropriate.
U S I N G
T H I R D - PA R T Y
I N F O R M AT I O N
E T H I C A L LY
A N D
R E S P O N S I B LY
Using third-party information
ethically and responsibly
“The man who
speaks
the truth
Information Entrusted to Us
by Clients and Partners
Our clients, suppliers and other partners
often entrust us with highly confidential
data and information. Such information
may also be subject to data privacy laws,
contractual requirements and Fluor’s policies
and practices regarding the handling of such
information. For example, personal contact
information of clients and partners collected
and processed in Europe is protected by Fluor’s
Binding Corporate Rules Policy.
is always at ease.”
MIDDLE EASTERN PROVERB
Many Fluor employees manage and utilize
this data and information in our projects
every day. You must respect and protect this
information with the utmost care at all times,
even after you leave Fluor.
Competitor Information
To compete effectively in the marketplace, it
is appropriate for us to gather certain forms
of competitive information. However, we
must be committed to doing so responsibly,
ethically and legally. In general, you can
collect and use public information available
40
in newspapers or on the Internet, as well as
in annual reports or published sales materials.
You can also use information gained from
conversations with clients, as long as they are
not confidential or related to anti-competitive
practices, and information presented at trade
associations or industry conferences.
In addition, you can utilize the information a
client provides about a competitor’s proposal,
but only if it is not confidential. If the
information is related to a bid on a government
contract, always consult the Law Department
and your supervisor before using or disclosing
the information provided (see supplement
“U.S. Government Contracting”).
You must avoid even the appearance of
improper information gathering. Never seek
to obtain or use a competitor’s confidential
or proprietary information through
misrepresentation or any other deceitful or
improper means. You should consult the Law
Department immediately if you receive any
such information.
41
Confidential Information
from Prior Employers
At times, new employees will possess
confidential or proprietary business
information about our clients, partners and
competitors due to their work with a prior
employer. Such information may include:
• Specific technical, design or process data
• Trade secrets or confidential information
• Software licensed to the former employer
•Anything marked or intended to
be confidential or proprietary and
that is not publicly available
You must respect the confidentiality of this
information. Never reveal or ask a co-worker to
reveal confidential or proprietary information
about a former employer, or to otherwise
violate a confidentiality agreement with a
former employer. If a coworker offers to reveal
such information, do not accept the offer.
C O M P E T I N G
Competing fairly in the marketplace
FA I R LY
I N
FLUOR SUCCEEDS in the marketplace
because of our commitment to our core
values, including Excellence. We deliver
superior integrated solutions to our clients,
and compete vigorously, honestly and fairly.
We are fair and ethical in our dealings with
each other and with third parties. We never
make disparaging statements that are false
or misleading about competitors or their
services—or anything else.
Fair and Open Competition
We are subject to various competition laws,
also known as antitrust laws, in the countries
where we do business. These laws are
designed to uphold the free market system
and ensure that businesses compete to
provide quality services at fair prices.
Competition laws generally prohibit price
fixing, dividing territories, agreeing to
contract terms and other similar activities
with competitors that negatively impact the
market. They also prohibit certain agreements
or understandings with our clients, suppliers
and other business partners that may
unlawfully restrict competition. These laws
vary depending on where you are doing
business. Many laws, including those of the
“Relativity
applies to physics,
not
ethics.”
ALBERT EINSTEIN, SCIENTIST
Q: We have been contacted by other
bidders on a proposal where we are
preparing an RFP. They are suggesting
that we pool money to cover the costs
of preparing the bid for the losing
bidders. Is this OK?
A: Probably not. Proposal costs may only be
reimbursed if the process is fully transparent
and acceptable to the prospective client.
Typically, any reimbursement for bidding
expenses is made by the prospective client.
42
T H E
M A R K E T P L A C E
United States, extend even to business in
other countries. It is your responsibility to
know and adhere to all the fair competition
laws that apply to your work.
Trade Associations
If you attend trade association or industry
conferences, exercise particular caution and
do not discuss anticompetitive topics with a
competitor, such as pricing information. If a
competitor attempts to bring up a prohibited
topic, you should stop the conversation
immediately. You should then call the Law
Department immediately for advice.
Joint Venture Partners
Who Are Also Competitors
Fluor has many joint ventures with companies
with which we otherwise compete. You
must be careful not to use or discuss any
pricing, cost or strategic information given
or received outside the joint venture context.
Such discussions could be deemed or lead to
anticompetitive practices.
RULES TO LIVE BY WHEN DEALING
WITH COMPETITORS
• Never discuss price or deal terms, whether formally or informally
• Never agree to divide territories or markets, set margins, or set contract terms
• Never take steps to eliminate competitors
• Never share confidential bid or proposal terms
• Never agree to compensate each other for costs related to bidding on work without the
prior approval of the Law Department and disclosing it to the client
• Clearly and openly refuse to participate in any discussions with competitors about prices,
clients, contract terms or territories
• Never attempt to do indirectly what you cannot do directly—even merely “testing the
waters” with indirect comments or questions about deal terms or pricing is problematic
and should be avoided
• Never use information related to an upcoming or ongoing bidding process, especially in
the government contracting arena
• If you come into possession of any information marked confidential or proprietary, or
you have had a potentially problematic discussion or interaction with a competitor that
could be construed as anticompetitive, call the Law Department immediately for advice
on what to do
43
!
E N G A G I N G
Engaging in lobbying & political activities
“There is no
such thing as a minor
lapse of
integrity.”
TOM PETERS, AUTHOR
I N
L O B B Y I N G
Corporate Political Activities
Fluor participates in the political process in
order to help governments better understand
certain issues that are important to the
company. However, there are stringent legal
restrictions on what we can contribute to
elected officials, members of their staff and
political parties. For this reason, you may
not give or offer company funds or other
company assets (directly or indirectly) as any
form of political contribution without preapproval of the head of Government Relations.
“Political contributions” are defined broadly
and can even include buying tickets for or
loaning corporate resources to a political
fundraising event. Remember, a political
contribution could also be construed as a bribe
if it is given with the intent to improperly
influence their activities.
Keep in mind that you cannot use company
time, property or equipment for your personal
political activities.
Employees who are U.S. citizens or
legal residents of the United States may
contribute voluntarily to Fluor’s Political
Action Committee (PAC), which was
established by our employees to make
&
P O L I T I C A L
A C T I V I T I E S
political contributions to organizations and
campaigns that are viewed as being in the
best interests of Fluor. No employee should
ever feel pressured to contribute to Fluor’s
PAC, and no executive, manager or employee
should ever pressure another employee into
contributing to it. It has no bearing on your
compensation, promotional opportunities
or continued employment with Fluor.
Lobbying
In many countries, strict rules govern
corporate lobbying activities. Lobbying
requires disclosure to the government and
covers many kinds of activities. In certain
countries, lobbyists must be registered. You
may be deemed to engage in lobbying if your
work involves:
•Contact with legislators, regulators,
executive branch officials or their staff
•Making or negotiating sales for
government contracts
•Efforts to influence legislative
or administrative action
Before engaging in any activities that could
be considered lobbying or political activity,
contact Fluor’s head of Government Relations.
Q: A mayor whose city is about to award a large engineering contract called me for a corporate contribution for
his re-election. I feel some pressure to make a commitment. What should I do?
A: You should inform the mayor that Fluor has an established practice for reviewing and approving corporate contributions and
that the contribution decision is not yours. You should then report the request to the head of Government Relations for review.
Q: I received an invitation from a teaming partner to attend a fundraiser for my hometown congressional
representative. I cannot attend, but want to send in a check. May my assistant overnight a personal check
to the campaign?
A: Company resources cannot be used for personal political activities. This includes the resources to express mail a personal check
and the involvement of your assistant.
Q: A client recently asked me to participate in a golf tournament that will double as a fundraiser for a political
organization. I plan to personally pay the requested amount, which includes the cost of golf. May I seek
reimbursement from Fluor?
A: No. You may never seek corporate reimbursement for political contributions or for expenses tied to political fundraising events.
Before participating, you should consult Fluor’s head of Government Relations.
44
45
C O N TA C T
Contact information
I N F O R M AT I O N
SUBJECT MATTER EXPERTS
You may contact a Fluor Subject Matter Expert when you need someone to explain policies, laws
and business practices in their particular area of expertise.
If you send an e-mail to one of the following addresses, it will be routed to the Subject Matter
Expert in that area.
Subject Area
“Alone we can do so little;
we can
do so much.”
together
HELEN KELLER, ACTIVIST
E-mail
Agents and Consultants—use outside of United States [email protected]
Antitrust and Fair Competition [email protected]
Bribes [email protected]
Computer and Data Security [email protected]
Conflicts of Interest [email protected]
Document and Records Management [email protected]
Facilitation Payments
[email protected]
Government Compliance and Ethics
[email protected]
Gifts and Entertainment
[email protected]
Health, Safety and Environmental
[email protected]
Human Rights and Child or Forced Labor
Lobbying, Political Activity and PACs
Media Inquiries
[email protected]
[email protected]
[email protected]
Privacy
[email protected]
Security
[email protected]
Stock Trading
Trade Controls, Sanctions and Boycotts
46
[email protected]
[email protected]
47
C O N TA C T
I N F O R M AT I O N
Speak up
and make misconduct disappear.
unethical
unethical
unethical
unethical
unethical
Report unethical activity.
It’s the right thing to do.
COUNTRY TOLL-FREE NUMBERS
U.S. or Canada 1.800.223.1544
Australia1.800.850.107
Chile1230.020.5417
China Unicom
10.800.711.0833
China Telecom South
10.800.110.0780
India000.800.100.1329
Mexico001.888.818.9370
Netherlands0800.022.0781
Philippines1.800.1.111.0137
Poland0.0.800.111.1756
Saudi Arabia
800.844.6984
South Africa
0800.980.651
Spain900.98.1171
48
!
COMPLIANCE AND ETHICS HOTLINE
If you are uncomfortable using one of the other resources identified in our Code, you may contact
Fluor’s Compliance and Ethics Hotline at your country’s toll-free number, www.fluorhotline.com or
collect/reverse charge at 1.704.540.2248.
United Arab Emirates
8000.441.6990
United Kingdom
0808.234.4002
49
your country’s
toll-free number
— or —
www.fluorhotline.com
— or —
1.704.540.2248
call collect/reverse charge
The Code of Business Conduct & Ethics
“Integrity is the essence
of everything
successful.”
BUCKMINSTER FULLER, AUTHOR AND ENGINEER
WAIVERS: As required, any waiver of our Code for certain executive officers may be
made only by the Audit Committee of the Board of Directors and will be disclosed.
© 2010 - 2015. Fluor Corporation. All Rights Reserved.
FLUOR is a registered service mark of Fluor Corporation.
HR700 (Rev. Oct2015)
AV20150362-001.indd